Consolidating Financial Statements - Guarantor and Non-guarantor Subsidiaries (Tables) | 3 Months Ended |
Sep. 30, 2013 |
Consolidating Financial Statements Guarantor and Non-Guarantor [Abstract] | ' |
Consolidating financial statements parent guarantor nonguarantor [Text Block] | ' |
Consolidating Financial Statements - Guarantor and Non-guarantor |
The following condensed consolidating financial statements present, on a supplemental basis, the financial position, results of operations, and statements of cash flow for (i) those subsidiaries of the Company which have been designated "Non-guarantor Subsidiaries" for purposes of the Notes Indenture; and (ii) the Company and all of its other subsidiaries. Please see Exhibit 21.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2013 for a list of the Company's guarantor subsidiaries as of June 30, 2013. During the three months ended September 30, 2013, the following subsidiaries were added to the Company's list of guarantor subsidiaries: Crescent One, LLC, Island One, Inc., Island One Resorts Management Corporation, Navigo Vacation Club, Inc. and Galaxy Exchange Company. The Company's non-guarantor subsidiaries include its European subsidiaries, special-purpose subsidiaries and a wholly-owned captive insurance entity. During the three months ended September 30, 2013, the following subsidiaries were added to the Company's list of non-guarantor subsidiaries: Diamond Resorts Tempus Seller 2013, LLC, Diamond Resorts Tempus Owner Trust 2013, IOI Funding I, LLC and IOI Funding II, LLC. For purposes of the Notes Indenture, the financial position, results of operations, and statements of cash flows of the Company's non-guarantor subsidiaries are excluded from the Company’s financial results to determine whether the Company is in compliance with the financial covenants governing the Senior Secured Notes. |
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CONDENSED CONSOLIDATING BALANCE SHEET |
30-Sep-13 |
(In thousands) |
(Unaudited) |
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| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 13,610 | | | $ | 16,266 | | | $ | — | | | $ | 29,876 | |
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Cash in escrow and restricted cash | | 32,818 | | | 28,424 | | | — | | | 61,242 | |
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Mortgages and contracts receivable, net of allowance of $34,188 $63,965, $0 and $98,153, respectively | | 22,769 | | | 354,744 | | | — | | | 377,513 | |
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Due from related parties, net | | 314,583 | | | 39,392 | | | (317,517 | ) | | 36,458 | |
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Other receivables, net | | 20,899 | | | 12,078 | | | — | | | 32,977 | |
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Income tax receivable | | — | | | 6,221 | | | (6,196 | ) | | 25 | |
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Prepaid expenses and other assets, net | | 64,791 | | | 38,146 | | | (14,056 | ) | | 88,881 | |
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Unsold Vacation Interests, net | | 226,879 | | | 118,848 | | | (44,018 | ) | | 301,709 | |
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Property and equipment, net | | 37,142 | | | 24,076 | | | — | | | 61,218 | |
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Assets held for sale | | 4,000 | | | 7,181 | | | — | | | 11,181 | |
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Goodwill and other intangible assets, net | | 104,926 | | | 126,199 | | | — | | | 231,125 | |
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Total assets | | $ | 842,417 | | | $ | 771,575 | | | $ | (381,787 | ) | | $ | 1,232,205 | |
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Liabilities and Stockholders' Equity (Deficit): | | | | | | | | |
Accounts payable | | $ | 5,546 | | | $ | 9,020 | | | $ | — | | | $ | 14,566 | |
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Due to related parties, net | | 64,702 | | | 350,126 | | | (335,549 | ) | | 79,279 | |
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Accrued liabilities | | 63,749 | | | 36,131 | | | (934 | ) | | 98,946 | |
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Income taxes payable | | 26 | | | 1,065 | | | — | | | 1,091 | |
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Deferred income taxes | | 18,095 | | | — | | | (6,196 | ) | | 11,899 | |
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Deferred revenues | | 71,824 | | | 17,914 | | | — | | | 89,738 | |
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Senior Secured Notes, net of unamortized original issue discount of $6,798, $0, $0 and $6,798, respectively | | 367,642 | | | — | | | — | | | 367,642 | |
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Securitization notes and Funding Facilities, net of unamortized original issue discount of $0, $515, $0 and $515, respectively | | 4,105 | | | 325,957 | | | — | | | 330,062 | |
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Revolving credit facility | | 15,000 | | | — | | | — | | | 15,000 | |
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Derivative liabilities | | — | | | 657 | | | — | | | 657 | |
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Notes payable | | 3,332 | | | 19,534 | | | — | | | 22,866 | |
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Total liabilities | | 614,021 | | | 760,404 | | | (342,679 | ) | | 1,031,746 | |
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Stockholders' equity: | | | | | | | | |
Common stock | | 755 | | | 9,675 | | | (9,675 | ) | | 755 | |
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Additional paid-in capital | | 449,259 | | | 16,855 | | | (4,381 | ) | | 461,733 | |
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Accumulated deficit | | (197,968 | ) | | (19,995 | ) | | (25,569 | ) | | (243,532 | ) |
Accumulated other comprehensive (loss) income | | (23,650 | ) | | 4,636 | | | 517 | | | (18,497 | ) |
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Total stockholders' equity (deficit) | | 228,396 | | | 11,171 | | | (39,108 | ) | | 200,459 | |
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Total liabilities and stockholders' equity (deficit) | | $ | 842,417 | | | $ | 771,575 | | | $ | (381,787 | ) | | $ | 1,232,205 | |
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the Three Months Ended September 30, 2013 |
(In thousands) |
(Unaudited) |
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| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Revenues: | | | | | | | | |
Management and member services | | $ | 26,501 | | | $ | 11,449 | | | $ | (4,340 | ) | | $ | 33,610 | |
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Consolidated resort operations | | 7,251 | | | 2,075 | | | — | | | 9,326 | |
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Vacation Interest sales, net of provision of $13,578, $273, $0 and $13,851, respectively | | 101,556 | | | 22,152 | | | — | | | 123,708 | |
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Interest | | (202 | ) | | 15,103 | | | (604 | ) | | 14,297 | |
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Other | | 11,663 | | | 14,733 | | | (15,735 | ) | | 10,661 | |
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Total revenues | | 146,769 | | | 65,512 | | | (20,679 | ) | | 191,602 | |
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Costs and Expenses: | | | | | | | | |
Management and member services | | 8,630 | | | 4,259 | | | (3,481 | ) | | 9,408 | |
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Consolidated resort operations | | 7,693 | | | 1,909 | | | — | | | 9,602 | |
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Vacation Interest cost of sales | | 16,743 | | | 1,862 | | | — | | | 18,605 | |
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Advertising, sales and marketing | | 56,470 | | | 15,085 | | | (841 | ) | | 70,714 | |
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Vacation Interest carrying cost, net | | 4,990 | | | 6,187 | | | (1,023 | ) | | 10,154 | |
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Loan portfolio | | 1,953 | | | 2,918 | | | (2,575 | ) | | 2,296 | |
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Other operating | | 3,727 | | | 4,238 | | | (4,053 | ) | | 3,912 | |
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General and administrative | | 55,138 | | | 5,978 | | | (2 | ) | | 61,114 | |
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Depreciation and amortization | | 3,018 | | | 4,565 | | | — | | | 7,583 | |
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Interest expense | | 8,788 | | | 12,741 | | | (604 | ) | | 20,925 | |
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Loss on extinguishment of debt | | 8,443 | | | 4,940 | | | — | | | 13,383 | |
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Impairments and other write-offs | | — | | | 1,200 | | | — | | | 1,200 | |
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Gain on disposal of assets | | (39 | ) | | (546 | ) | | — | | | (585 | ) |
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Gain on bargain purchase from business combinations | | — | | | (2,756 | ) | | — | | | (2,756 | ) |
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Total costs and expenses | | 175,554 | | | 62,580 | | | (12,579 | ) | | 225,555 | |
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(Loss) income before (benefit) provision for income taxes | | (28,785 | ) | | 2,932 | | | (8,100 | ) | | (33,953 | ) |
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(Benefit) provision for income taxes | | (7,979 | ) | | 353 | | | — | | | (7,626 | ) |
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Net (loss) income | | $ | (20,806 | ) | | $ | 2,579 | | | $ | (8,100 | ) | | $ | (26,327 | ) |
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the Nine Months Ended September 30, 2013 |
(In thousands) |
(Unaudited) |
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| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Revenues: | | | | | | | | |
Management and member services | | $ | 77,905 | | | $ | 31,312 | | | $ | (12,913 | ) | | $ | 96,304 | |
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Consolidated resort operations | | 20,305 | | | 6,160 | | | — | | | 26,465 | |
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Vacation Interest sales, net of provision of $29,005, $726, $0, and $29,731, respectively | | 267,834 | | | 57,981 | | | — | | | 325,815 | |
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Interest | | (481 | ) | | 43,189 | | | (1,549 | ) | | 41,159 | |
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Other | | 33,341 | | | 38,356 | | | (42,513 | ) | | 29,184 | |
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Total revenues | | 398,904 | | | 176,998 | | | (56,975 | ) | | 518,927 | |
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Costs and Expenses: | | | | | | | | |
Management and member services | | 26,210 | | | 12,145 | | | (10,403 | ) | | 27,952 | |
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Consolidated resort operations | | 20,789 | | | 5,380 | | | — | | | 26,169 | |
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Vacation Interest cost of sales | | 38,890 | | | 6,561 | | | — | | | 45,451 | |
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Advertising, sales and marketing | | 146,409 | | | 37,721 | | | (2,462 | ) | | 181,668 | |
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Vacation Interest carrying cost, net | | 14,081 | | | 18,166 | | | (3,106 | ) | | 29,141 | |
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Loan portfolio | | 6,635 | | | 8,507 | | | (7,587 | ) | | 7,555 | |
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Other operating | | 6,954 | | | 9,640 | | | (10,076 | ) | | 6,518 | |
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General and administrative | | 86,133 | | | 19,481 | | | (2 | ) | | 105,612 | |
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Depreciation and amortization | | 7,665 | | | 12,247 | | | — | | | 19,912 | |
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Interest expense | | 34,050 | | | 38,060 | | | (1,549 | ) | | 70,561 | |
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Loss on extinguishment of debt | | 8,443 | | | 4,940 | | | — | | | 13,383 | |
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Impairments and other write-offs | | — | | | 1,279 | | | — | | | 1,279 | |
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Loss (gain) on disposal of assets | | 182 | | | (855 | ) | | — | | | (673 | ) |
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Gain on bargain purchase from business combinations | | — | | | (2,726 | ) | | — | | | (2,726 | ) |
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Total costs and expenses | | 396,441 | | | 170,546 | | | (35,185 | ) | | 531,802 | |
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Income (loss) before (benefit) provision for income taxes | | 2,463 | | | 6,452 | | | (21,790 | ) | | (12,875 | ) |
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(Benefit) provision for income taxes | | (7,928 | ) | | 1,151 | | | — | | | (6,777 | ) |
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Net income (loss) | | $ | 10,391 | | | $ | 5,301 | | | $ | (21,790 | ) | | $ | (6,098 | ) |
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Nine Months Ended September 30, 2013 |
(In thousands) |
(Unaudited) |
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| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Operating activities: | | | | | | | | |
Net income (loss) | | $ | 10,391 | | | $ | 5,301 | | | $ | (21,790 | ) | | $ | (6,098 | ) |
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Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | |
Provision for uncollectible Vacation Interest sales revenue | | 29,005 | | | 726 | | | — | | | 29,731 | |
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Amortization of capitalized financing costs and original issue discounts | | 2,066 | | | 3,541 | | | — | | | 5,607 | |
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Amortization of capitalized loan origination costs and net portfolio discounts | | 3,815 | | | 493 | | | — | | | 4,308 | |
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Depreciation and amortization | | 7,665 | | | 12,247 | | | — | | | 19,912 | |
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Stock-based compensation | | 38,495 | | | — | | | — | | | 38,495 | |
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Loss on extinguishment of debt | | 8,443 | | | 4,940 | | | — | | | 13,383 | |
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Impairments and other write-offs | | — | | | 1,279 | | | — | | | 1,279 | |
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Loss (gain) on disposal of assets | | 182 | | | (855 | ) | | — | | | (673 | ) |
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Gain on bargain purchase from business combinations | | — | | | (2,726 | ) | | — | | | (2,726 | ) |
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Deferred income taxes | | (222 | ) | | (1,622 | ) | | (6,196 | ) | | (8,040 | ) |
Loss on foreign currency exchange | | — | | | 215 | | | — | | | 215 | |
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Loss (gain) on mortgage repurchase | | 7 | | | (78 | ) | | — | | | (71 | ) |
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Unrealized loss on derivative instruments | | — | | | 657 | | | — | | | 657 | |
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Unrealized loss on post-retirement benefit plan | | 774 | | | — | | | — | | | 774 | |
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Gain on insurance settlement | | (2,876 | ) | | — | | | — | | | (2,876 | ) |
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Changes in operating assets and liabilities excluding acquisitions: | | | | | | | | |
Mortgages and contracts receivable | | (8,148 | ) | | (76,317 | ) | | (4 | ) | | (84,469 | ) |
Due from related parties, net | | (180,699 | ) | | (8,837 | ) | | 179,973 | | | (9,563 | ) |
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Other receivables, net | | 14,955 | | | 3,851 | | | — | | | 18,806 | |
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Prepaid expenses and other assets, net | | (10,593 | ) | | (17,594 | ) | | (126 | ) | | (28,313 | ) |
Unsold Vacation Interests, net | | (5,930 | ) | | (8,457 | ) | | 21,757 | | | 7,370 | |
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Accounts payable | | (5,121 | ) | | 2,704 | | | — | | | (2,417 | ) |
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Due to related parties, net | | 3,281 | | | 194,493 | | | (179,941 | ) | | 17,833 | |
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Accrued liabilities | | (19,431 | ) | | 6,220 | | | 131 | | | (13,080 | ) |
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Income taxes payable | | 928 | | | (5,830 | ) | | 6,196 | | | 1,294 | |
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Deferred revenues | | (10,867 | ) | | 3,752 | | | — | | | (7,115 | ) |
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Net cash (used in) provided by operating activities | | $ | (123,880 | ) | | $ | 118,103 | | | — | | | $ | (5,777 | ) |
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS — Continued |
For the Nine Months Ended September 30, 2013 |
(In thousands) |
(Unaudited) |
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| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
Subsidiaries |
Investing activities: | | | | | | | | |
Property and equipment capital expenditures | | $ | (11,811 | ) | | $ | (981 | ) | | $ | — | | | $ | (12,792 | ) |
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Cash acquired in connection with the Island One Acquisition | | 725 | | | — | | | — | | | 725 | |
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Purchase of assets in connection with the PMR Service Companies Acquisition, net of $0, $0, $0 and $0 cash acquired, respectively | | — | | | (47,758 | ) | | — | | | (47,758 | ) |
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Proceeds from sale of assets | | 223 | | | 2,903 | | | — | | | 3,126 | |
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Net cash used in investing activities | | (10,863 | ) | | (45,836 | ) | | — | | | (56,699 | ) |
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Financing activities: | | | | | | | | |
Changes in cash in escrow and restricted cash | | (7,818 | ) | | (9,852 | ) | | — | | | (17,670 | ) |
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Proceeds from issuance of revolving credit facility | | 15,000 | | | — | | | — | | | 15,000 | |
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Proceeds from issuance of securitization notes and Funding Facilities | | — | | | 265,873 | | | — | | | 265,873 | |
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Proceeds from issuance of notes payable | | — | | | 3,882 | | | — | | | 3,882 | |
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Payments on securitization notes and Funding Facilities | | (1,673 | ) | | (199,911 | ) | | — | | | (201,584 | ) |
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Payments on senior secured notes | | (50,560 | ) | | — | | | — | | | (50,560 | ) |
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Payments on notes payable | | (8,404 | ) | | (123,428 | ) | | — | | | (131,832 | ) |
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Payments of debt issuance costs | | (1,023 | ) | | (5,140 | ) | | — | | | (6,163 | ) |
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Proceeds from issuance of common stock, net of related costs | | 204,705 | | | — | | | — | | | 204,705 | |
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Repurchase of a portion of outstanding warrants | | (10,346 | ) | | — | | | — | | | (10,346 | ) |
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Net cash provided by (used in) financing activities | | 139,881 | | | (68,576 | ) | | — | | | 71,305 | |
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Net increase in cash and cash equivalents | | 5,138 | | | 3,691 | | | — | | | 8,829 | |
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Effect of changes in exchange rates on cash and cash equivalents | | — | | | (14 | ) | | — | | | (14 | ) |
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Cash and cash equivalents, beginning of period | | 8,472 | | | 12,589 | | | — | | | 21,061 | |
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Cash and cash equivalents, end of period | | $ | 13,610 | | | $ | 16,266 | | | $ | — | | | $ | 29,876 | |
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS — Continued |
For the Nine Months Ended September 30, 2013 |
(In thousands) |
(Unaudited) |
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| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
Subsidiaries |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | | |
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Cash paid for interest | | $ | 45,769 | | | $ | 28,658 | | | $ | — | | | $ | 74,427 | |
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(Cash tax refunds, net of cash paid for taxes) cash paid for taxes, net of cash tax refunds | | $ | (816 | ) | | $ | 828 | | | $ | — | | | $ | 12 | |
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Purchase of assets in connection with the Island One Acquisition: | | | | | | | | |
Fair value of assets acquired based on valuation reports | | $ | 83,164 | | | $ | — | | | $ | — | | | $ | 83,164 | |
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Goodwill acquired | | 27,665 | | | — | | | — | | | 27,665 | |
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DRII common stock issued | | (73,307 | ) | | — | | | — | | | (73,307 | ) |
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Deferred tax liability | | (18,317 | ) | | — | | | — | | | (18,317 | ) |
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Liabilities assumed | | $ | 19,205 | | | $ | — | | | $ | — | | | $ | 19,205 | |
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Purchase of assets in connection with PMR Service Companies Acquisition: | | | | | | | | |
Fair value of assets acquired based on valuation reports | | $ | — | | | $ | 52,291 | | | $ | — | | | $ | 52,291 | |
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Gain on bargain purchase recognized | | — | | | (2,756 | ) | | — | | | (2,756 | ) |
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Cash paid | | — | | | (47,758 | ) | | — | | | (47,758 | ) |
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Deferred tax liability | | — | | | (1,622 | ) | | — | | | (1,622 | ) |
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Liabilities assumed | | $ | — | | | $ | 155 | | | $ | — | | | $ | 155 | |
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SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | |
Insurance premiums financed through issuance of notes payable | | $ | 7,822 | | | $ | — | | | $ | — | | | $ | 7,822 | |
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Unsold Vacation Interests, net, reclassified to assets held for sale | | $ | 4,220 | | | $ | 5,945 | | | $ | — | | | $ | 10,165 | |
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CONDENSED CONSOLIDATING BALANCE SHEET |
31-Dec-12 |
(In thousands) |
(Audited) |
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| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 8,472 | | | $ | 12,589 | | | $ | — | | | $ | 21,061 | |
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Cash in escrow and restricted cash | | 23,736 | | | 18,575 | | | — | | | 42,311 | |
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Mortgages and contracts receivable, net of allowance of $5,814, $77,970, $0 and $83,784, respectively | | 33,373 | | | 279,563 | | | (4 | ) | | 312,932 | |
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Due from related parties, net | | 129,135 | | | 27,083 | | | (133,223 | ) | | 22,995 | |
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Other receivables, net | | 30,384 | | | 15,665 | | | — | | | 46,049 | |
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Income tax receivable | | 902 | | | 25 | | | — | | | 927 | |
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Prepaid expenses and other assets, net | | 50,709 | | | 21,497 | | | (14,182 | ) | | 58,024 | |
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Unsold Vacation Interests, net | | 220,499 | | | 117,629 | | | (22,261 | ) | | 315,867 | |
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Property and equipment, net | | 29,510 | | | 25,610 | | | — | | | 55,120 | |
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Assets held for sale | | — | | | 5,224 | | | — | | | 5,224 | |
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Goodwill and Intangible assets, net | | 27,569 | | | 84,929 | | | — | | | 112,498 | |
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Total assets | | $ | 554,289 | | | $ | 608,389 | | | $ | (169,670 | ) | | $ | 993,008 | |
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Liabilities and Stockholders' Equity (Deficit): | | | | | | | | |
Accounts payable | | $ | 9,520 | | | $ | 6,199 | | | $ | — | | | $ | 15,719 | |
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Due to related parties, net | | 59,496 | | | 155,203 | | | (150,495 | ) | | 64,204 | |
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Accrued liabilities | | 72,396 | | | 35,120 | | | (1,065 | ) | | 106,451 | |
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Income taxes payable | | — | | | 701 | | | — | | | 701 | |
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Deferred revenues | | 79,652 | | | 14,181 | | | — | | | 93,833 | |
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Senior Secured Notes, net of original issue discount of $8,509, $0, $0 and $8,509, respectively | | 416,491 | | | — | | | — | | | 416,491 | |
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Securitization notes and Funding Facilities, net of original issue discount of $0, $753, $0 and $753, respectively | | — | | | 256,302 | | | — | | | 256,302 | |
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Notes payable | | 3,219 | | | 134,687 | | | — | | | 137,906 | |
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Total liabilities | | 640,774 | | | 602,393 | | | (151,560 | ) | | 1,091,607 | |
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Stockholders' equity (deficit): | | | | | | | | |
Common stock | | 541 | | | 9,675 | | | (9,675 | ) | | 541 | |
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Additional paid-in capital | | 142,554 | | | 16,980 | | | (4,507 | ) | | 155,027 | |
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Accumulated deficit | | (207,978 | ) | | (25,012 | ) | | (4,444 | ) | | (237,434 | ) |
Accumulated other comprehensive (loss) income | | (21,602 | ) | | 4,353 | | | 516 | | | (16,733 | ) |
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Total stockholders' (deficit) equity | | (86,485 | ) | | 5,996 | | | (18,110 | ) | | (98,599 | ) |
|
Total liabilities and stockholders' equity (deficit) | | $ | 554,289 | | | $ | 608,389 | | | $ | (169,670 | ) | | $ | 993,008 | |
|
| | | | | | | | |
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the Three Months Ended September 30, 2012 |
(In thousands) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Revenues: | | | | | | | | |
Management and member services | | $ | 24,337 | | | $ | 9,655 | | | $ | (3,993 | ) | | $ | 29,999 | |
|
Consolidated resort operations | | 6,790 | | | 1,571 | | | — | | | 8,361 | |
|
Vacation Interest sales, net of provision (adjustment) of $6,661, $(385), $0 and $6,276, respectively | | 71,585 | | | 11,733 | | | — | | | 83,318 | |
|
Interest | | 431 | | | 13,031 | | | (576 | ) | | 12,886 | |
|
Other | | 9,631 | | | 11,117 | | | (12,600 | ) | | 8,148 | |
|
Total revenues | | 112,774 | | | 47,107 | | | (17,169 | ) | | 142,712 | |
|
Costs and Expenses: | | | | | | | | |
Management and member services | | 8,443 | | | 3,826 | | | (3,407 | ) | | 8,862 | |
|
Consolidated resort operations | | 6,017 | | | 1,297 | | | — | | | 7,314 | |
|
Vacation Interest cost of sales | | 15,140 | | | 1,638 | | | — | | | 16,778 | |
|
Advertising, sales and marketing | | 42,105 | | | 8,021 | | | (572 | ) | | 49,554 | |
|
Vacation Interest carrying cost, net | | 4,849 | | | 4,167 | | | (790 | ) | | 8,226 | |
|
Loan portfolio | | 2,034 | | | 3,019 | | | (2,607 | ) | | 2,446 | |
|
Other operating | | 2,812 | | | 1,684 | | | (2,042 | ) | | 2,454 | |
|
General and administrative | | 14,167 | | | 13,810 | | | (1 | ) | | 27,976 | |
|
Depreciation and amortization | | 1,948 | | | 3,257 | | | — | | | 5,205 | |
|
Interest expense | | 11,318 | | | 14,066 | | | (576 | ) | | 24,808 | |
|
Impairments and other write-offs | | 183 | | | 218 | | | — | | | 401 | |
|
Gain on disposal of assets | | (2 | ) | | (120 | ) | | — | | | (122 | ) |
|
Adjustment to bargain purchase from business combinations | | — | | | 115 | | | — | | | 115 | |
|
Total costs and expenses | | 109,014 | | | 54,998 | | | (9,995 | ) | | 154,017 | |
|
Income (loss) before provision for income taxes | | 3,760 | | | (7,891 | ) | | (7,174 | ) | | (11,305 | ) |
|
Provision for income taxes | | 184 | | | 156 | | | — | | | 340 | |
|
Net income (loss) | | $ | 3,576 | | | $ | (8,047 | ) | | $ | (7,174 | ) | | $ | (11,645 | ) |
|
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the Nine Months Ended September 30, 2012 |
(In thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Revenues: | | | | | | | | |
Management and member services | | $ | 70,339 | | | $ | 23,857 | | | $ | (8,622 | ) | | $ | 85,574 | |
|
Consolidated resort operations | | 19,973 | | | 5,549 | | | — | | | 25,522 | |
|
Vacation interest sales, net of provision (adjustment) of $17,174, $(1,081), $0 and $16.093, respectively | | 174,253 | | | 28,511 | | | — | | | 202,764 | |
|
Interest | | 1,378 | | | 39,515 | | | (1,839 | ) | | 39,054 | |
|
Other | | 25,719 | | | 20,884 | | | (26,411 | ) | | 20,192 | |
|
Total revenues | | 291,662 | | | 118,316 | | | (36,872 | ) | | 373,106 | |
|
Costs and Expenses: | | | | | | | | |
Management and member services | | 22,225 | | | 10,118 | | | (6,746 | ) | | 25,597 | |
|
Consolidated resort operations | | 18,107 | | | 4,513 | | | — | | | 22,620 | |
|
Vacation Interest cost of sales | | 13,347 | | | 3,828 | | | — | | | 17,175 | |
|
Advertising, sales and marketing | | 107,451 | | | 18,128 | | | (988 | ) | | 124,591 | |
|
Vacation Interest carrying cost, net | | 15,002 | | | 13,581 | | | (1,909 | ) | | 26,674 | |
|
Loan portfolio | | 6,243 | | | 7,424 | | | (6,487 | ) | | 7,180 | |
|
Other operating | | 7,047 | | | 3,681 | | | (5,309 | ) | | 5,419 | |
|
General and administrative | | 41,807 | | | 29,133 | | | (3 | ) | | 70,937 | |
|
Depreciation and amortization | | 5,532 | | | 7,847 | | | — | | | 13,379 | |
|
Interest expense | | 33,972 | | | 37,825 | | | (1,839 | ) | | 69,958 | |
|
Impairments and other write-offs | | 201 | | | 189 | | | — | | | 390 | |
|
Loss (gain) on disposal of assets | | 2 | | | (220 | ) | | — | | | (218 | ) |
|
Gain on bargain purchase from business combinations | | — | | | (22,634 | ) | | — | | | (22,634 | ) |
|
Total costs and expenses | | 270,936 | | | 113,413 | | | (23,281 | ) | | 361,068 | |
|
Income (loss) before benefit for income taxes | | 20,726 | | | 4,903 | | | (13,591 | ) | | 12,038 | |
|
Benefit for income taxes | | (880 | ) | | (12,473 | ) | | — | | | (13,353 | ) |
|
Net income (loss) | | $ | 21,606 | | | $ | 17,376 | | | $ | (13,591 | ) | | $ | 25,391 | |
|
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Nine Months Ended September 30, 2012 |
(In thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Operating activities: | | | | | | | | |
Net income (loss) | | $ | 21,606 | | | $ | 17,376 | | | $ | (13,591 | ) | | $ | 25,391 | |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | |
Provision (adjustment) for uncollectible Vacation Interest sales revenue | | 17,174 | | | (1,081 | ) | | — | | | 16,093 | |
|
Amortization of capitalized financing costs and original issue discounts | | 1,777 | | | 2,965 | | | — | | | 4,742 | |
|
Amortization of capitalized loan origination costs and net portfolio discounts (premiums) | | 2,282 | | | (706 | ) | | — | | | 1,576 | |
|
Depreciation and amortization | | 5,532 | | | 7,847 | | | — | | | 13,379 | |
|
Impairments and other write-offs | | 201 | | | 189 | | | — | | | 390 | |
|
Loss (gain) on disposal of assets | | 2 | | | (220 | ) | | — | | | (218 | ) |
|
Gain on bargain purchase from business combinations | | — | | | (22,634 | ) | | — | | | (22,634 | ) |
|
Deferred income taxes | | — | | | (13,612 | ) | | — | | | (13,612 | ) |
|
Gain on foreign currency exchange | | — | | | (98 | ) | | — | | | (98 | ) |
|
Gain on mortgage repurchase | | (26 | ) | | — | | | — | | | (26 | ) |
|
Changes in operating assets and liabilities excluding acquisitions: | | | | | | | | |
Mortgages and contracts receivable | | (2,621 | ) | | (28,405 | ) | | (1 | ) | | (31,027 | ) |
Due from related parties, net | | (10,492 | ) | | 20,530 | | | 8,270 | | | 18,308 | |
|
Other receivables, net | | 10,151 | | | 3,639 | | | (410 | ) | | 13,380 | |
|
Prepaid expenses and other assets, net | | (14,255 | ) | | (4,290 | ) | | (127 | ) | | (18,672 | ) |
Unsold Vacation Interests, net | | (26,207 | ) | | (20,804 | ) | | 12,737 | | | (34,274 | ) |
|
Accounts payable | | 2,872 | | | (560 | ) | | — | | | 2,312 | |
|
Due to related parties, net | | 20,695 | | | 35,886 | | | (7,785 | ) | | 48,796 | |
|
Accrued liabilities | | (1,087 | ) | | 12,621 | | | 907 | | | 12,441 | |
|
Income taxes payable | | (1,273 | ) | | (773 | ) | | — | | | (2,046 | ) |
|
Deferred revenues | | (6,668 | ) | | (2,194 | ) | | — | | | (8,862 | ) |
|
Net cash provided by operating activities | | 19,663 | | | 5,676 | | | — | | | 25,339 | |
|
Investing activities: | | | | | | | | |
Property and equipment capital expenditures | | (10,768 | ) | | (505 | ) | | — | | | (11,273 | ) |
|
Purchase of assets in connection with the PMR Acquisition, net of $0, $0, $0 and $0 cash acquired, respectively | | — | | | (51,635 | ) | | — | | | (51,635 | ) |
|
Proceeds from sale of assets | | 2 | | | 495 | | | — | | | 497 | |
|
Net cash used in by investing activities | | $ | (10,766 | ) | | $ | (51,645 | ) | | $ | — | | | $ | (62,411 | ) |
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS — Continued |
For the Nine Months Ended September 30, 2012 |
(In thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
Subsidiaries |
Financing activities: | | | | | | | | |
Changes in cash in escrow and restricted cash | | $ | (3,985 | ) | | $ | (768 | ) | | $ | — | | | $ | (4,753 | ) |
|
Proceeds from issuance of securitization notes and Funding Facilities | | — | | | 82,864 | | | — | | | 82,864 | |
|
Proceeds from issuance of notes payable | | 1,124 | | | 64,138 | | | — | | | 65,262 | |
|
Payments on securitization notes and Funding Facilities | | — | | | (82,295 | ) | | — | | | (82,295 | ) |
|
Payments on notes payable | | (7,415 | ) | | (15,930 | ) | | — | | | (23,345 | ) |
|
Payments of debt issuance costs | | 1 | | | (2,595 | ) | | — | | | (2,594 | ) |
|
Payments of costs related to issuance of common and preferred units | | (35 | ) | | — | | | — | | | (35 | ) |
|
Net cash (used in) provided financing activities | | (10,310 | ) | | 45,414 | | | — | | | 35,104 | |
|
Net decrease in cash and cash equivalents | | (1,413 | ) | | (555 | ) | | — | | | (1,968 | ) |
|
Effect of changes in exchange rates on cash and cash equivalents | | — | | | 318 | | | — | | | 318 | |
|
Cash and cash equivalents, beginning of period | | 10,836 | | | 9,061 | | | — | | | 19,897 | |
|
Cash and cash equivalents, end of period | | $ | 9,423 | | | $ | 8,824 | | | $ | — | | | $ | 18,247 | |
|
| | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | | |
|
Cash paid for interest | | $ | 51,128 | | | $ | 20,971 | | | $ | — | | | $ | 72,099 | |
|
Cash paid for taxes, net of cash tax refunds | | $ | 393 | | | $ | 1,944 | | | $ | — | | | $ | 2,337 | |
|
Purchase of assets in connection with PMR Acquisition: | | | | | | | | |
Fair value of assets acquired based on a valuation report | | $ | — | | | $ | 89,760 | | | $ | — | | | $ | 89,760 | |
|
Gain on bargain purchase recognized | | — | | | (22,765 | ) | | — | | | (22,765 | ) |
|
Cash paid | | — | | | (51,635 | ) | | — | | | (51,635 | ) |
|
Deferred tax liability | | — | | | (13,612 | ) | | — | | | (13,612 | ) |
|
Liabilities assumed | | $ | — | | | $ | 1,748 | | | $ | — | | | $ | 1,748 | |
|
| | | | | | | | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | |
Insurance premiums financed through issuance of notes payable | | $ | 7,573 | | | $ | — | | | $ | — | | | $ | 7,573 | |
|
Assets held for sale reclassified to unsold Vacation Interests, net | | $ | — | | | $ | 1,353 | | | $ | — | | | $ | 1,353 | |
|
Assets held for sale reclassified to management contracts (other intangibles) | | $ | — | | | $ | 192 | | | $ | — | | | $ | 192 | |
|
The following condensed consolidating financial statements present, on a supplemental basis, the financial position, results of operations, and statements of cash flow for (i) those subsidiaries of the Company which have been designated "Non-guarantor Subsidiaries" for purposes of the Notes Indenture; and (ii) the Company and all of its other subsidiaries. Please see Exhibit 21.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2013 for a list of the Company's guarantor subsidiaries as of June 30, 2013. During the three months ended September 30, 2013, the following subsidiaries were added to the Company's list of guarantor subsidiaries: Crescent One, LLC, Island One, Inc., Island One Resorts Management Corporation, Navigo Vacation Club, Inc. and Galaxy Exchange Company. The Company's non-guarantor subsidiaries include its European subsidiaries, special-purpose subsidiaries and a wholly-owned captive insurance entity. During the three months ended September 30, 2013, the following subsidiaries were added to the Company's list of non-guarantor subsidiaries: Diamond Resorts Tempus Seller 2013, LLC, Diamond Resorts Tempus Owner Trust 2013, IOI Funding I, LLC and IOI Funding II, LLC. For purposes of the Notes Indenture, the financial position, results of operations, and statements of cash flows of the Company's non-guarantor subsidiaries are excluded from the Company’s financial results to determine whether the Company is in compliance with the financial covenants governing the Senior Secured Notes. |
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CONDENSED CONSOLIDATING BALANCE SHEET |
30-Sep-13 |
(In thousands) |
(Unaudited) |
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 13,610 | | | $ | 16,266 | | | $ | — | | | $ | 29,876 | |
|
Cash in escrow and restricted cash | | 32,818 | | | 28,424 | | | — | | | 61,242 | |
|
Mortgages and contracts receivable, net of allowance of $34,188 $63,965, $0 and $98,153, respectively | | 22,769 | | | 354,744 | | | — | | | 377,513 | |
|
Due from related parties, net | | 314,583 | | | 39,392 | | | (317,517 | ) | | 36,458 | |
|
Other receivables, net | | 20,899 | | | 12,078 | | | — | | | 32,977 | |
|
Income tax receivable | | — | | | 6,221 | | | (6,196 | ) | | 25 | |
|
Prepaid expenses and other assets, net | | 64,791 | | | 38,146 | | | (14,056 | ) | | 88,881 | |
|
Unsold Vacation Interests, net | | 226,879 | | | 118,848 | | | (44,018 | ) | | 301,709 | |
|
Property and equipment, net | | 37,142 | | | 24,076 | | | — | | | 61,218 | |
|
Assets held for sale | | 4,000 | | | 7,181 | | | — | | | 11,181 | |
|
Goodwill and other intangible assets, net | | 104,926 | | | 126,199 | | | — | | | 231,125 | |
|
Total assets | | $ | 842,417 | | | $ | 771,575 | | | $ | (381,787 | ) | | $ | 1,232,205 | |
|
Liabilities and Stockholders' Equity (Deficit): | | | | | | | | |
Accounts payable | | $ | 5,546 | | | $ | 9,020 | | | $ | — | | | $ | 14,566 | |
|
Due to related parties, net | | 64,702 | | | 350,126 | | | (335,549 | ) | | 79,279 | |
|
Accrued liabilities | | 63,749 | | | 36,131 | | | (934 | ) | | 98,946 | |
|
Income taxes payable | | 26 | | | 1,065 | | | — | | | 1,091 | |
|
Deferred income taxes | | 18,095 | | | — | | | (6,196 | ) | | 11,899 | |
|
Deferred revenues | | 71,824 | | | 17,914 | | | — | | | 89,738 | |
|
Senior Secured Notes, net of unamortized original issue discount of $6,798, $0, $0 and $6,798, respectively | | 367,642 | | | — | | | — | | | 367,642 | |
|
Securitization notes and Funding Facilities, net of unamortized original issue discount of $0, $515, $0 and $515, respectively | | 4,105 | | | 325,957 | | | — | | | 330,062 | |
|
Revolving credit facility | | 15,000 | | | — | | | — | | | 15,000 | |
|
Derivative liabilities | | — | | | 657 | | | — | | | 657 | |
|
Notes payable | | 3,332 | | | 19,534 | | | — | | | 22,866 | |
|
Total liabilities | | 614,021 | | | 760,404 | | | (342,679 | ) | | 1,031,746 | |
|
| | | | | | | | |
Stockholders' equity: | | | | | | | | |
Common stock | | 755 | | | 9,675 | | | (9,675 | ) | | 755 | |
|
Additional paid-in capital | | 449,259 | | | 16,855 | | | (4,381 | ) | | 461,733 | |
|
Accumulated deficit | | (197,968 | ) | | (19,995 | ) | | (25,569 | ) | | (243,532 | ) |
Accumulated other comprehensive (loss) income | | (23,650 | ) | | 4,636 | | | 517 | | | (18,497 | ) |
|
Total stockholders' equity (deficit) | | 228,396 | | | 11,171 | | | (39,108 | ) | | 200,459 | |
|
Total liabilities and stockholders' equity (deficit) | | $ | 842,417 | | | $ | 771,575 | | | $ | (381,787 | ) | | $ | 1,232,205 | |
|
| | | | | | | | |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the Three Months Ended September 30, 2013 |
(In thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Revenues: | | | | | | | | |
Management and member services | | $ | 26,501 | | | $ | 11,449 | | | $ | (4,340 | ) | | $ | 33,610 | |
|
Consolidated resort operations | | 7,251 | | | 2,075 | | | — | | | 9,326 | |
|
Vacation Interest sales, net of provision of $13,578, $273, $0 and $13,851, respectively | | 101,556 | | | 22,152 | | | — | | | 123,708 | |
|
Interest | | (202 | ) | | 15,103 | | | (604 | ) | | 14,297 | |
|
Other | | 11,663 | | | 14,733 | | | (15,735 | ) | | 10,661 | |
|
Total revenues | | 146,769 | | | 65,512 | | | (20,679 | ) | | 191,602 | |
|
Costs and Expenses: | | | | | | | | |
Management and member services | | 8,630 | | | 4,259 | | | (3,481 | ) | | 9,408 | |
|
Consolidated resort operations | | 7,693 | | | 1,909 | | | — | | | 9,602 | |
|
Vacation Interest cost of sales | | 16,743 | | | 1,862 | | | — | | | 18,605 | |
|
Advertising, sales and marketing | | 56,470 | | | 15,085 | | | (841 | ) | | 70,714 | |
|
Vacation Interest carrying cost, net | | 4,990 | | | 6,187 | | | (1,023 | ) | | 10,154 | |
|
Loan portfolio | | 1,953 | | | 2,918 | | | (2,575 | ) | | 2,296 | |
|
Other operating | | 3,727 | | | 4,238 | | | (4,053 | ) | | 3,912 | |
|
General and administrative | | 55,138 | | | 5,978 | | | (2 | ) | | 61,114 | |
|
Depreciation and amortization | | 3,018 | | | 4,565 | | | — | | | 7,583 | |
|
Interest expense | | 8,788 | | | 12,741 | | | (604 | ) | | 20,925 | |
|
Loss on extinguishment of debt | | 8,443 | | | 4,940 | | | — | | | 13,383 | |
|
Impairments and other write-offs | | — | | | 1,200 | | | — | | | 1,200 | |
|
Gain on disposal of assets | | (39 | ) | | (546 | ) | | — | | | (585 | ) |
|
Gain on bargain purchase from business combinations | | — | | | (2,756 | ) | | — | | | (2,756 | ) |
|
Total costs and expenses | | 175,554 | | | 62,580 | | | (12,579 | ) | | 225,555 | |
|
(Loss) income before (benefit) provision for income taxes | | (28,785 | ) | | 2,932 | | | (8,100 | ) | | (33,953 | ) |
|
(Benefit) provision for income taxes | | (7,979 | ) | | 353 | | | — | | | (7,626 | ) |
|
Net (loss) income | | $ | (20,806 | ) | | $ | 2,579 | | | $ | (8,100 | ) | | $ | (26,327 | ) |
|
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the Nine Months Ended September 30, 2013 |
(In thousands) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Revenues: | | | | | | | | |
Management and member services | | $ | 77,905 | | | $ | 31,312 | | | $ | (12,913 | ) | | $ | 96,304 | |
|
Consolidated resort operations | | 20,305 | | | 6,160 | | | — | | | 26,465 | |
|
Vacation Interest sales, net of provision of $29,005, $726, $0, and $29,731, respectively | | 267,834 | | | 57,981 | | | — | | | 325,815 | |
|
Interest | | (481 | ) | | 43,189 | | | (1,549 | ) | | 41,159 | |
|
Other | | 33,341 | | | 38,356 | | | (42,513 | ) | | 29,184 | |
|
Total revenues | | 398,904 | | | 176,998 | | | (56,975 | ) | | 518,927 | |
|
Costs and Expenses: | | | | | | | | |
Management and member services | | 26,210 | | | 12,145 | | | (10,403 | ) | | 27,952 | |
|
Consolidated resort operations | | 20,789 | | | 5,380 | | | — | | | 26,169 | |
|
Vacation Interest cost of sales | | 38,890 | | | 6,561 | | | — | | | 45,451 | |
|
Advertising, sales and marketing | | 146,409 | | | 37,721 | | | (2,462 | ) | | 181,668 | |
|
Vacation Interest carrying cost, net | | 14,081 | | | 18,166 | | | (3,106 | ) | | 29,141 | |
|
Loan portfolio | | 6,635 | | | 8,507 | | | (7,587 | ) | | 7,555 | |
|
Other operating | | 6,954 | | | 9,640 | | | (10,076 | ) | | 6,518 | |
|
General and administrative | | 86,133 | | | 19,481 | | | (2 | ) | | 105,612 | |
|
Depreciation and amortization | | 7,665 | | | 12,247 | | | — | | | 19,912 | |
|
Interest expense | | 34,050 | | | 38,060 | | | (1,549 | ) | | 70,561 | |
|
Loss on extinguishment of debt | | 8,443 | | | 4,940 | | | — | | | 13,383 | |
|
Impairments and other write-offs | | — | | | 1,279 | | | — | | | 1,279 | |
|
Loss (gain) on disposal of assets | | 182 | | | (855 | ) | | — | | | (673 | ) |
|
Gain on bargain purchase from business combinations | | — | | | (2,726 | ) | | — | | | (2,726 | ) |
|
Total costs and expenses | | 396,441 | | | 170,546 | | | (35,185 | ) | | 531,802 | |
|
Income (loss) before (benefit) provision for income taxes | | 2,463 | | | 6,452 | | | (21,790 | ) | | (12,875 | ) |
|
(Benefit) provision for income taxes | | (7,928 | ) | | 1,151 | | | — | | | (6,777 | ) |
|
Net income (loss) | | $ | 10,391 | | | $ | 5,301 | | | $ | (21,790 | ) | | $ | (6,098 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Nine Months Ended September 30, 2013 |
(In thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Operating activities: | | | | | | | | |
Net income (loss) | | $ | 10,391 | | | $ | 5,301 | | | $ | (21,790 | ) | | $ | (6,098 | ) |
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | |
Provision for uncollectible Vacation Interest sales revenue | | 29,005 | | | 726 | | | — | | | 29,731 | |
|
Amortization of capitalized financing costs and original issue discounts | | 2,066 | | | 3,541 | | | — | | | 5,607 | |
|
Amortization of capitalized loan origination costs and net portfolio discounts | | 3,815 | | | 493 | | | — | | | 4,308 | |
|
Depreciation and amortization | | 7,665 | | | 12,247 | | | — | | | 19,912 | |
|
Stock-based compensation | | 38,495 | | | — | | | — | | | 38,495 | |
|
Loss on extinguishment of debt | | 8,443 | | | 4,940 | | | — | | | 13,383 | |
|
Impairments and other write-offs | | — | | | 1,279 | | | — | | | 1,279 | |
|
Loss (gain) on disposal of assets | | 182 | | | (855 | ) | | — | | | (673 | ) |
|
Gain on bargain purchase from business combinations | | — | | | (2,726 | ) | | — | | | (2,726 | ) |
|
Deferred income taxes | | (222 | ) | | (1,622 | ) | | (6,196 | ) | | (8,040 | ) |
Loss on foreign currency exchange | | — | | | 215 | | | — | | | 215 | |
|
Loss (gain) on mortgage repurchase | | 7 | | | (78 | ) | | — | | | (71 | ) |
|
Unrealized loss on derivative instruments | | — | | | 657 | | | — | | | 657 | |
|
Unrealized loss on post-retirement benefit plan | | 774 | | | — | | | — | | | 774 | |
|
Gain on insurance settlement | | (2,876 | ) | | — | | | — | | | (2,876 | ) |
|
Changes in operating assets and liabilities excluding acquisitions: | | | | | | | | |
Mortgages and contracts receivable | | (8,148 | ) | | (76,317 | ) | | (4 | ) | | (84,469 | ) |
Due from related parties, net | | (180,699 | ) | | (8,837 | ) | | 179,973 | | | (9,563 | ) |
|
Other receivables, net | | 14,955 | | | 3,851 | | | — | | | 18,806 | |
|
Prepaid expenses and other assets, net | | (10,593 | ) | | (17,594 | ) | | (126 | ) | | (28,313 | ) |
Unsold Vacation Interests, net | | (5,930 | ) | | (8,457 | ) | | 21,757 | | | 7,370 | |
|
Accounts payable | | (5,121 | ) | | 2,704 | | | — | | | (2,417 | ) |
|
Due to related parties, net | | 3,281 | | | 194,493 | | | (179,941 | ) | | 17,833 | |
|
Accrued liabilities | | (19,431 | ) | | 6,220 | | | 131 | | | (13,080 | ) |
|
Income taxes payable | | 928 | | | (5,830 | ) | | 6,196 | | | 1,294 | |
|
Deferred revenues | | (10,867 | ) | | 3,752 | | | — | | | (7,115 | ) |
|
Net cash (used in) provided by operating activities | | $ | (123,880 | ) | | $ | 118,103 | | | — | | | $ | (5,777 | ) |
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS — Continued |
For the Nine Months Ended September 30, 2013 |
(In thousands) |
(Unaudited) |
|
|
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
Subsidiaries |
Investing activities: | | | | | | | | |
Property and equipment capital expenditures | | $ | (11,811 | ) | | $ | (981 | ) | | $ | — | | | $ | (12,792 | ) |
|
Cash acquired in connection with the Island One Acquisition | | 725 | | | — | | | — | | | 725 | |
|
Purchase of assets in connection with the PMR Service Companies Acquisition, net of $0, $0, $0 and $0 cash acquired, respectively | | — | | | (47,758 | ) | | — | | | (47,758 | ) |
|
Proceeds from sale of assets | | 223 | | | 2,903 | | | — | | | 3,126 | |
|
Net cash used in investing activities | | (10,863 | ) | | (45,836 | ) | | — | | | (56,699 | ) |
|
Financing activities: | | | | | | | | |
Changes in cash in escrow and restricted cash | | (7,818 | ) | | (9,852 | ) | | — | | | (17,670 | ) |
|
Proceeds from issuance of revolving credit facility | | 15,000 | | | — | | | — | | | 15,000 | |
|
Proceeds from issuance of securitization notes and Funding Facilities | | — | | | 265,873 | | | — | | | 265,873 | |
|
Proceeds from issuance of notes payable | | — | | | 3,882 | | | — | | | 3,882 | |
|
Payments on securitization notes and Funding Facilities | | (1,673 | ) | | (199,911 | ) | | — | | | (201,584 | ) |
|
Payments on senior secured notes | | (50,560 | ) | | — | | | — | | | (50,560 | ) |
|
Payments on notes payable | | (8,404 | ) | | (123,428 | ) | | — | | | (131,832 | ) |
|
Payments of debt issuance costs | | (1,023 | ) | | (5,140 | ) | | — | | | (6,163 | ) |
|
Proceeds from issuance of common stock, net of related costs | | 204,705 | | | — | | | — | | | 204,705 | |
|
Repurchase of a portion of outstanding warrants | | (10,346 | ) | | — | | | — | | | (10,346 | ) |
|
Net cash provided by (used in) financing activities | | 139,881 | | | (68,576 | ) | | — | | | 71,305 | |
|
Net increase in cash and cash equivalents | | 5,138 | | | 3,691 | | | — | | | 8,829 | |
|
Effect of changes in exchange rates on cash and cash equivalents | | — | | | (14 | ) | | — | | | (14 | ) |
|
Cash and cash equivalents, beginning of period | | 8,472 | | | 12,589 | | | — | | | 21,061 | |
|
Cash and cash equivalents, end of period | | $ | 13,610 | | | $ | 16,266 | | | $ | — | | | $ | 29,876 | |
|
| | | | | | | | |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS — Continued |
For the Nine Months Ended September 30, 2013 |
(In thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
Subsidiaries |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | | |
|
Cash paid for interest | | $ | 45,769 | | | $ | 28,658 | | | $ | — | | | $ | 74,427 | |
|
(Cash tax refunds, net of cash paid for taxes) cash paid for taxes, net of cash tax refunds | | $ | (816 | ) | | $ | 828 | | | $ | — | | | $ | 12 | |
|
Purchase of assets in connection with the Island One Acquisition: | | | | | | | | |
Fair value of assets acquired based on valuation reports | | $ | 83,164 | | | $ | — | | | $ | — | | | $ | 83,164 | |
|
Goodwill acquired | | 27,665 | | | — | | | — | | | 27,665 | |
|
DRII common stock issued | | (73,307 | ) | | — | | | — | | | (73,307 | ) |
|
Deferred tax liability | | (18,317 | ) | | — | | | — | | | (18,317 | ) |
|
Liabilities assumed | | $ | 19,205 | | | $ | — | | | $ | — | | | $ | 19,205 | |
|
Purchase of assets in connection with PMR Service Companies Acquisition: | | | | | | | | |
Fair value of assets acquired based on valuation reports | | $ | — | | | $ | 52,291 | | | $ | — | | | $ | 52,291 | |
|
Gain on bargain purchase recognized | | — | | | (2,756 | ) | | — | | | (2,756 | ) |
|
Cash paid | | — | | | (47,758 | ) | | — | | | (47,758 | ) |
|
Deferred tax liability | | — | | | (1,622 | ) | | — | | | (1,622 | ) |
|
Liabilities assumed | | $ | — | | | $ | 155 | | | $ | — | | | $ | 155 | |
|
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | |
Insurance premiums financed through issuance of notes payable | | $ | 7,822 | | | $ | — | | | $ | — | | | $ | 7,822 | |
|
Unsold Vacation Interests, net, reclassified to assets held for sale | | $ | 4,220 | | | $ | 5,945 | | | $ | — | | | $ | 10,165 | |
|
|
CONDENSED CONSOLIDATING BALANCE SHEET |
31-Dec-12 |
(In thousands) |
(Audited) |
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 8,472 | | | $ | 12,589 | | | $ | — | | | $ | 21,061 | |
|
Cash in escrow and restricted cash | | 23,736 | | | 18,575 | | | — | | | 42,311 | |
|
Mortgages and contracts receivable, net of allowance of $5,814, $77,970, $0 and $83,784, respectively | | 33,373 | | | 279,563 | | | (4 | ) | | 312,932 | |
|
Due from related parties, net | | 129,135 | | | 27,083 | | | (133,223 | ) | | 22,995 | |
|
Other receivables, net | | 30,384 | | | 15,665 | | | — | | | 46,049 | |
|
Income tax receivable | | 902 | | | 25 | | | — | | | 927 | |
|
Prepaid expenses and other assets, net | | 50,709 | | | 21,497 | | | (14,182 | ) | | 58,024 | |
|
Unsold Vacation Interests, net | | 220,499 | | | 117,629 | | | (22,261 | ) | | 315,867 | |
|
Property and equipment, net | | 29,510 | | | 25,610 | | | — | | | 55,120 | |
|
Assets held for sale | | — | | | 5,224 | | | — | | | 5,224 | |
|
Goodwill and Intangible assets, net | | 27,569 | | | 84,929 | | | — | | | 112,498 | |
|
Total assets | | $ | 554,289 | | | $ | 608,389 | | | $ | (169,670 | ) | | $ | 993,008 | |
|
Liabilities and Stockholders' Equity (Deficit): | | | | | | | | |
Accounts payable | | $ | 9,520 | | | $ | 6,199 | | | $ | — | | | $ | 15,719 | |
|
Due to related parties, net | | 59,496 | | | 155,203 | | | (150,495 | ) | | 64,204 | |
|
Accrued liabilities | | 72,396 | | | 35,120 | | | (1,065 | ) | | 106,451 | |
|
Income taxes payable | | — | | | 701 | | | — | | | 701 | |
|
Deferred revenues | | 79,652 | | | 14,181 | | | — | | | 93,833 | |
|
Senior Secured Notes, net of original issue discount of $8,509, $0, $0 and $8,509, respectively | | 416,491 | | | — | | | — | | | 416,491 | |
|
Securitization notes and Funding Facilities, net of original issue discount of $0, $753, $0 and $753, respectively | | — | | | 256,302 | | | — | | | 256,302 | |
|
Notes payable | | 3,219 | | | 134,687 | | | — | | | 137,906 | |
|
Total liabilities | | 640,774 | | | 602,393 | | | (151,560 | ) | | 1,091,607 | |
|
| | | | | | | | |
Stockholders' equity (deficit): | | | | | | | | |
Common stock | | 541 | | | 9,675 | | | (9,675 | ) | | 541 | |
|
Additional paid-in capital | | 142,554 | | | 16,980 | | | (4,507 | ) | | 155,027 | |
|
Accumulated deficit | | (207,978 | ) | | (25,012 | ) | | (4,444 | ) | | (237,434 | ) |
Accumulated other comprehensive (loss) income | | (21,602 | ) | | 4,353 | | | 516 | | | (16,733 | ) |
|
Total stockholders' (deficit) equity | | (86,485 | ) | | 5,996 | | | (18,110 | ) | | (98,599 | ) |
|
Total liabilities and stockholders' equity (deficit) | | $ | 554,289 | | | $ | 608,389 | | | $ | (169,670 | ) | | $ | 993,008 | |
|
| | | | | | | | |
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the Three Months Ended September 30, 2012 |
(In thousands) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Revenues: | | | | | | | | |
Management and member services | | $ | 24,337 | | | $ | 9,655 | | | $ | (3,993 | ) | | $ | 29,999 | |
|
Consolidated resort operations | | 6,790 | | | 1,571 | | | — | | | 8,361 | |
|
Vacation Interest sales, net of provision (adjustment) of $6,661, $(385), $0 and $6,276, respectively | | 71,585 | | | 11,733 | | | — | | | 83,318 | |
|
Interest | | 431 | | | 13,031 | | | (576 | ) | | 12,886 | |
|
Other | | 9,631 | | | 11,117 | | | (12,600 | ) | | 8,148 | |
|
Total revenues | | 112,774 | | | 47,107 | | | (17,169 | ) | | 142,712 | |
|
Costs and Expenses: | | | | | | | | |
Management and member services | | 8,443 | | | 3,826 | | | (3,407 | ) | | 8,862 | |
|
Consolidated resort operations | | 6,017 | | | 1,297 | | | — | | | 7,314 | |
|
Vacation Interest cost of sales | | 15,140 | | | 1,638 | | | — | | | 16,778 | |
|
Advertising, sales and marketing | | 42,105 | | | 8,021 | | | (572 | ) | | 49,554 | |
|
Vacation Interest carrying cost, net | | 4,849 | | | 4,167 | | | (790 | ) | | 8,226 | |
|
Loan portfolio | | 2,034 | | | 3,019 | | | (2,607 | ) | | 2,446 | |
|
Other operating | | 2,812 | | | 1,684 | | | (2,042 | ) | | 2,454 | |
|
General and administrative | | 14,167 | | | 13,810 | | | (1 | ) | | 27,976 | |
|
Depreciation and amortization | | 1,948 | | | 3,257 | | | — | | | 5,205 | |
|
Interest expense | | 11,318 | | | 14,066 | | | (576 | ) | | 24,808 | |
|
Impairments and other write-offs | | 183 | | | 218 | | | — | | | 401 | |
|
Gain on disposal of assets | | (2 | ) | | (120 | ) | | — | | | (122 | ) |
|
Adjustment to bargain purchase from business combinations | | — | | | 115 | | | — | | | 115 | |
|
Total costs and expenses | | 109,014 | | | 54,998 | | | (9,995 | ) | | 154,017 | |
|
Income (loss) before provision for income taxes | | 3,760 | | | (7,891 | ) | | (7,174 | ) | | (11,305 | ) |
|
Provision for income taxes | | 184 | | | 156 | | | — | | | 340 | |
|
Net income (loss) | | $ | 3,576 | | | $ | (8,047 | ) | | $ | (7,174 | ) | | $ | (11,645 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the Nine Months Ended September 30, 2012 |
(In thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Revenues: | | | | | | | | |
Management and member services | | $ | 70,339 | | | $ | 23,857 | | | $ | (8,622 | ) | | $ | 85,574 | |
|
Consolidated resort operations | | 19,973 | | | 5,549 | | | — | | | 25,522 | |
|
Vacation interest sales, net of provision (adjustment) of $17,174, $(1,081), $0 and $16.093, respectively | | 174,253 | | | 28,511 | | | — | | | 202,764 | |
|
Interest | | 1,378 | | | 39,515 | | | (1,839 | ) | | 39,054 | |
|
Other | | 25,719 | | | 20,884 | | | (26,411 | ) | | 20,192 | |
|
Total revenues | | 291,662 | | | 118,316 | | | (36,872 | ) | | 373,106 | |
|
Costs and Expenses: | | | | | | | | |
Management and member services | | 22,225 | | | 10,118 | | | (6,746 | ) | | 25,597 | |
|
Consolidated resort operations | | 18,107 | | | 4,513 | | | — | | | 22,620 | |
|
Vacation Interest cost of sales | | 13,347 | | | 3,828 | | | — | | | 17,175 | |
|
Advertising, sales and marketing | | 107,451 | | | 18,128 | | | (988 | ) | | 124,591 | |
|
Vacation Interest carrying cost, net | | 15,002 | | | 13,581 | | | (1,909 | ) | | 26,674 | |
|
Loan portfolio | | 6,243 | | | 7,424 | | | (6,487 | ) | | 7,180 | |
|
Other operating | | 7,047 | | | 3,681 | | | (5,309 | ) | | 5,419 | |
|
General and administrative | | 41,807 | | | 29,133 | | | (3 | ) | | 70,937 | |
|
Depreciation and amortization | | 5,532 | | | 7,847 | | | — | | | 13,379 | |
|
Interest expense | | 33,972 | | | 37,825 | | | (1,839 | ) | | 69,958 | |
|
Impairments and other write-offs | | 201 | | | 189 | | | — | | | 390 | |
|
Loss (gain) on disposal of assets | | 2 | | | (220 | ) | | — | | | (218 | ) |
|
Gain on bargain purchase from business combinations | | — | | | (22,634 | ) | | — | | | (22,634 | ) |
|
Total costs and expenses | | 270,936 | | | 113,413 | | | (23,281 | ) | | 361,068 | |
|
Income (loss) before benefit for income taxes | | 20,726 | | | 4,903 | | | (13,591 | ) | | 12,038 | |
|
Benefit for income taxes | | (880 | ) | | (12,473 | ) | | — | | | (13,353 | ) |
|
Net income (loss) | | $ | 21,606 | | | $ | 17,376 | | | $ | (13,591 | ) | | $ | 25,391 | |
|
| | | | | | | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Nine Months Ended September 30, 2012 |
(In thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Operating activities: | | | | | | | | |
Net income (loss) | | $ | 21,606 | | | $ | 17,376 | | | $ | (13,591 | ) | | $ | 25,391 | |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | |
Provision (adjustment) for uncollectible Vacation Interest sales revenue | | 17,174 | | | (1,081 | ) | | — | | | 16,093 | |
|
Amortization of capitalized financing costs and original issue discounts | | 1,777 | | | 2,965 | | | — | | | 4,742 | |
|
Amortization of capitalized loan origination costs and net portfolio discounts (premiums) | | 2,282 | | | (706 | ) | | — | | | 1,576 | |
|
Depreciation and amortization | | 5,532 | | | 7,847 | | | — | | | 13,379 | |
|
Impairments and other write-offs | | 201 | | | 189 | | | — | | | 390 | |
|
Loss (gain) on disposal of assets | | 2 | | | (220 | ) | | — | | | (218 | ) |
|
Gain on bargain purchase from business combinations | | — | | | (22,634 | ) | | — | | | (22,634 | ) |
|
Deferred income taxes | | — | | | (13,612 | ) | | — | | | (13,612 | ) |
|
Gain on foreign currency exchange | | — | | | (98 | ) | | — | | | (98 | ) |
|
Gain on mortgage repurchase | | (26 | ) | | — | | | — | | | (26 | ) |
|
Changes in operating assets and liabilities excluding acquisitions: | | | | | | | | |
Mortgages and contracts receivable | | (2,621 | ) | | (28,405 | ) | | (1 | ) | | (31,027 | ) |
Due from related parties, net | | (10,492 | ) | | 20,530 | | | 8,270 | | | 18,308 | |
|
Other receivables, net | | 10,151 | | | 3,639 | | | (410 | ) | | 13,380 | |
|
Prepaid expenses and other assets, net | | (14,255 | ) | | (4,290 | ) | | (127 | ) | | (18,672 | ) |
Unsold Vacation Interests, net | | (26,207 | ) | | (20,804 | ) | | 12,737 | | | (34,274 | ) |
|
Accounts payable | | 2,872 | | | (560 | ) | | — | | | 2,312 | |
|
Due to related parties, net | | 20,695 | | | 35,886 | | | (7,785 | ) | | 48,796 | |
|
Accrued liabilities | | (1,087 | ) | | 12,621 | | | 907 | | | 12,441 | |
|
Income taxes payable | | (1,273 | ) | | (773 | ) | | — | | | (2,046 | ) |
|
Deferred revenues | | (6,668 | ) | | (2,194 | ) | | — | | | (8,862 | ) |
|
Net cash provided by operating activities | | 19,663 | | | 5,676 | | | — | | | 25,339 | |
|
Investing activities: | | | | | | | | |
Property and equipment capital expenditures | | (10,768 | ) | | (505 | ) | | — | | | (11,273 | ) |
|
Purchase of assets in connection with the PMR Acquisition, net of $0, $0, $0 and $0 cash acquired, respectively | | — | | | (51,635 | ) | | — | | | (51,635 | ) |
|
Proceeds from sale of assets | | 2 | | | 495 | | | — | | | 497 | |
|
Net cash used in by investing activities | | $ | (10,766 | ) | | $ | (51,645 | ) | | $ | — | | | $ | (62,411 | ) |
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS — Continued |
For the Nine Months Ended September 30, 2012 |
(In thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. and Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
Subsidiaries |
Financing activities: | | | | | | | | |
Changes in cash in escrow and restricted cash | | $ | (3,985 | ) | | $ | (768 | ) | | $ | — | | | $ | (4,753 | ) |
|
Proceeds from issuance of securitization notes and Funding Facilities | | — | | | 82,864 | | | — | | | 82,864 | |
|
Proceeds from issuance of notes payable | | 1,124 | | | 64,138 | | | — | | | 65,262 | |
|
Payments on securitization notes and Funding Facilities | | — | | | (82,295 | ) | | — | | | (82,295 | ) |
|
Payments on notes payable | | (7,415 | ) | | (15,930 | ) | | — | | | (23,345 | ) |
|
Payments of debt issuance costs | | 1 | | | (2,595 | ) | | — | | | (2,594 | ) |
|
Payments of costs related to issuance of common and preferred units | | (35 | ) | | — | | | — | | | (35 | ) |
|
Net cash (used in) provided financing activities | | (10,310 | ) | | 45,414 | | | — | | | 35,104 | |
|
Net decrease in cash and cash equivalents | | (1,413 | ) | | (555 | ) | | — | | | (1,968 | ) |
|
Effect of changes in exchange rates on cash and cash equivalents | | — | | | 318 | | | — | | | 318 | |
|
Cash and cash equivalents, beginning of period | | 10,836 | | | 9,061 | | | — | | | 19,897 | |
|
Cash and cash equivalents, end of period | | $ | 9,423 | | | $ | 8,824 | | | $ | — | | | $ | 18,247 | |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | | |
|
Cash paid for interest | | $ | 51,128 | | | $ | 20,971 | | | $ | — | | | $ | 72,099 | |
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Cash paid for taxes, net of cash tax refunds | | $ | 393 | | | $ | 1,944 | | | $ | — | | | $ | 2,337 | |
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Purchase of assets in connection with PMR Acquisition: | | | | | | | | |
Fair value of assets acquired based on a valuation report | | $ | — | | | $ | 89,760 | | | $ | — | | | $ | 89,760 | |
|
Gain on bargain purchase recognized | | — | | | (22,765 | ) | | — | | | (22,765 | ) |
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Cash paid | | — | | | (51,635 | ) | | — | | | (51,635 | ) |
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Deferred tax liability | | — | | | (13,612 | ) | | — | | | (13,612 | ) |
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Liabilities assumed | | $ | — | | | $ | 1,748 | | | $ | — | | | $ | 1,748 | |
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SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | |
Insurance premiums financed through issuance of notes payable | | $ | 7,573 | | | $ | — | | | $ | — | | | $ | 7,573 | |
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Assets held for sale reclassified to unsold Vacation Interests, net | | $ | — | | | $ | 1,353 | | | $ | — | | | $ | 1,353 | |
|
Assets held for sale reclassified to management contracts (other intangibles) | | $ | — | | | $ | 192 | | | $ | — | | | $ | 192 | |
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